-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CfpLvZwMc7CmlrVRmwh+Qe1LEyIEWsOOqRX9BjrUF6XLgtSdNWqFtkTK239qoA+k cCnHes6XAu7K0hG/Qfedmg== 0000922423-99-001421.txt : 19991202 0000922423-99-001421.hdr.sgml : 19991202 ACCESSION NUMBER: 0000922423-99-001421 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRAEGITZER INDUSTRIES INC CENTRAL INDEX KEY: 0001007519 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 930790158 STATE OF INCORPORATION: OR FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-49333 FILM NUMBER: 99767345 BUSINESS ADDRESS: STREET 1: 1270 SE MONMOUTH CUT OFF RD CITY: DALLAS STATE: OR ZIP: 97338 BUSINESS PHONE: 5036239273 MAIL ADDRESS: STREET 1: 1270 SE MONMOUTH CUT OFF RD CITY: DALLAS STATE: OR ZIP: 97338 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 1 (FINAL) ----------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 (Final) to Schedule 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Amendment No. 1 to Schedule 13D Praegitzer Industries, Inc. (Name of Subject Company) Tyco International Ltd. Sigma Circuits, Inc. T Merger Sub (OR), Inc. (Bidders) Common Stock (Title of class of securities) 739422103 (CUSIP number of class of securities) Mark H. Swartz, Executive Vice President c/o Tyco International (US) Inc. One Tyco Park Exeter, New Hampshire 03833 (603) 778-9700 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Bidders) with a copy to: Joshua M. Berman, Esq. Kramer, Levin, Naftalis & Frankel 919 Third Avenue New York, New York 10022 Telephone: (212) 715-9100 Page 1 of 7 pages Exhibit Index is located on page 6 T Merger Sub (OR), Inc., an Oregon corporation (the "Purchaser") and a wholly owned subsidiary of Sigma Circuits, Inc. ("Sigma"), a Delaware corporation and an indirect subsidiary of Tyco International Ltd., a Bermuda company ("Tyco"), Sigma and Tyco hereby amend their Tender Offer Statement on Schedule 14D-1 dated November 1, 1999 (the "Schedule 14D-1") and their Schedule 13D dated November 5, 1999, each relating to the Purchaser's offer to purchase all the outstanding shares of Common Stock (the "Shares"), of Praegitzer Industries, Inc., an Oregon corporation (the "Company"). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Schedule 14D-1. Item 10. Additional Information. Item 10(f) is hereby amended to add the following: "The Offer of the Purchaser to purchase all outstanding Shares of the Company expired at 12:00 midnight, New York City time, on Tuesday, November 30, 1999. The tendered Shares were accepted by the Purchaser for payment, subject to the terms of the Offer. Tyco issued a press release on December 1, 1999, in which it disclosed that the Depositary had informed it that an aggregate of 12,637,632 (including Shares subject to guaranteed delivery procedures), representing approximately 96.25% of all the outstanding Shares, were tendered and not withdrawn prior to the Expiration Date." Item 11. Material To Be Filed as Exhibits. (a)(10) Press release, issued December 1, 1999. 2 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 1, 1999 TYCO INTERNATIONAL LTD. By: /s/ Mark H. Swartz ------------------------------- Name: Mark H. Swartz Title: Executive Vice President and Chief Financial Officer 3 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 1, 1999 Sigma Circuits, Inc. By: /s/ Jeffrey D. Mattfolk ------------------------------- Name: Jeffrey D. Mattfolk Title: Vice President 4 SIGNATURE After due inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 1, 1999 T Merger Sub (OR), Inc. By: /s/ Jeffrey D. Mattfolk -------------------------- Name: Jeffrey D. Mattfolk Title: Vice President 5 EXHIBIT INDEX Exhibit Sequentially Number Description Numbered Page - ------ ----------- ------------- (a)(10) Press release issued on December 1, 1999 6 6 EX-99 2 PRESS RELEASE Exhibit (a)(10) FOR IMMEDIATE RELEASE CONTACT: J. Brad McGee Senior Vice President Tyco International (US) Inc. (603) 778-9700 TYCO INTERNATIONAL COMPLETES TENDER OFFER FOR PRAEGITZER INDUSTRIES, INC. Hamilton, Bermuda, December 1, 1999 -- Tyco International Ltd. (NYSE-TYC, LSE-TYI) announced today that it has completed its $5.50 per share cash tender offer for all outstanding common shares of Praegitzer Industries, Inc. (NASDAQ-PGTZ) ("Praegitzer"). The offer expired by its terms at 12:00 midnight, New York City time, on November 30, 1999. According to ChaseMellon Shareholder Services, L.L.C., the depositary, 12,637,632 common shares, representing approximately 96.25% of the outstanding common shares of Praegitzer, were tendered by shareholders (including shares subject to guaranteed delivery) prior to the offer's expiration. Tyco International Ltd., a diversified manufacturing and service company, is the world's largest manufacturer and servicer of electrical and electronic components and undersea telecommunications systems, the world's largest manufacturer, installer and provider of fire protection systems and of electronic security services, has strong leadership positions in disposable medical products, plastics, and adhesives, and is the largest manufacturer of flow control valves. The Company operates in more than 80 countries around the world and has expected fiscal 2000 revenues in excess of $25 billion. 1 -----END PRIVACY-ENHANCED MESSAGE-----